HomeMy WebLinkAboutMINUTES - 08091994 - 1.47 z7
TO: BOARD OF SUPERVISORS
Mark Finucane, Health Services Director /N" �� Contra
FROM: By: Elizabeth A. Spooner, Contracts Administrat
Costa
DATE: July 28, 1994 County
SUBJECT: Approval of Contract #26-009-18 with
Alhambra Radiology Associates
SPECIFIC REQUEST(S) OR RECOMMENDATION(S) & BACKGROUND AND JUSTIFICATION
I. RECOMMENDED ACTION:
Approve and authorize the Health Services Director or his designee
(Frank Puglisi) to execute on behalf of the County, Radiology Contract
#26-009-18 with Alhambra Radiology Associates, for the period from
July 1, 1994 through June 30, 1997, for provision of professional
diagnostic radiologic services for Contra Costa County Health Services
Department.
II. FINANCIAL IMPACT:
This Contract is included in the Health Services Department Enterprise
I Budget.
As appropriate, patients and/or third-party payors will be billed for
radiology services.
III. REASONS FOR RECOMMENDATIONS/BACKGROUND:
This Contractor has provided excellent professional radiology services
to Merrithew Memorial Hospital and Clinics for over seventeen years,
and the Department was successful in negotiating a three-year contract
to continue these services.
The Contract reflects a 3% increase in payment for each of the three
years of the Contract term.
CONTINUED ON ATTACHMENT: YES SIGNATURE: /
RECOMMENDATION OF COUNTY ADMINISTRATOR RECOMM DAT ON OF BOARD C MMITTEE
APPROVE OTHER
SIGNATURE(S)
k
ACTION OF BOARD ON 7, APPROVED AS RECOMMENDED OTHER
VOTE OF SUPERVISORS
UNANIMOUS (ABSENT ) I HEREBY CERTIFY THAT THIS IS A TRUE
AYES: NOES: AND CORRECT COPY OF AN ACTION TAKEN
ABSENT: ABSTAIN: - AND ENTERED ON THE MINUTES OF THE BOARD
O
Contact: Frank Puglisi (370-5100) F SUPERVISORS ON THE DATE SHOWN.
CC: Health Services (Contracts) ATTESTED
Risk Management Phil Batchelor,&rk of the Board of
Auditor-Controller Surerrisors and County Adminis!rator
Contractor
M382/7-83 BY DEPUTY
Cola Costa County Number 26-009-18
DIAGNOSTIC IMAGING,SERVICES CONTRACT Fund/Org #6355/6/7/
(Purchase of Services) Account # 2826
Other #
1. Contract Identification.
Department: Health Services - Hospital and Clinics Division
Subject: Professional Diagnostic Imaging Services
2. Parties. The County of Contra Costa, Californnor s Department named
above, and the following named Contractor mutua'�3. •F- Aapromise as follows:
Contractor: ALHAMBRA RADIOLOGY ASSOCIATES
Capacity: Partnership Taxpayer ID.# 94-2600243
Address: 2500 Alhambra Avenue, Martinez, California 94553
Mailing Address: 2206 Pine Street, San Francisco, California 94115
3. Term. The effective date of this Contract is July 1, 1994 and it terminates
June 30, 1997 unless sooner terminated as provided herein.
4. County's Obligations. County shall make to the Contractor those payments described in
the Payment Provisions attached hereto which are incorporated herein by reference,
subject to all the terms and conditions contained or incorporated herein.
5. Contractor's Obligations. Contractor shall provide those services and carry out that
work described in the Additional Provisions attached hereto which is incorporated
herein by reference, subject to all the terms and conditions contained or incorporated
herein.
6. General and Special Conditions. This Contract is subject to the General Conditions and
Special Conditions (if any) attached hereto, which are incorporated herein by
reference.
7. Project. This Contract implements in whole or in part the following described Project,
the application and approval documents of which are incorporated herein by reference:
NOT APPLICABLE
8. Legal Authority. This Contract is entered into under and subject to the following
legal authorities: California Government Code Sections 26227 and 31000.
9. Signatures. These signatures attest the parties' agreement hereto:
COUNTY OF CON MA FO IA
E it Batchelor, Clerk of the Board
BOARD OF SUPERVISORS f4. pe isors and County Administrator
By By
Chairman/Designee Deputy
CONTRACTOR
By By
(Designate business capacity A) (Designate business capacity B)
Note to Contractor: For corporations (profit or nonprofit), the contract must be signed by two officers. Signature A must be
that of the president or vice-president and Signature B must be that of the secretary or assistant secretary (civil Code section
1190 and Corporations Code Section 313). All signatures must be aclmovledged as set forth on page two.
Contra Costa County Standard Form 1/87
APPROVALS/ACKNOWLEDGEMENT
Number 26-009-18
APPROVALS
RECOMMENDED BY DEPARTMENT FORM APPROVED
By By
Designee
APPROVED: COUNTY ADMINISTRATOR
By
ACKNOWLEDGEMENT
State of California ACKNOWLEDGEMENT (By Corporation,
Partnership, or Individual)
County of
The person(s) signing above for Contractor, personally known to me in the
individual or business capacity(ies) stated, or proved to me on the basis of
satisfactory evidence to be the stated individual or the representatives) of the
partnership or corporation named above in the capacity(ies) stated, personally
appeared before me today and acknowledged that he/she/they executed it, and
acknowledged to me that the partnership named above executed it or acknowledged
to me that the corporation named above executed it pursuant to its bylawsor a
resolution of its board of directors.
Dated:
[Notarial Seal]
Notary Public/Deputy County Clerk
-2-
Contra Costa County PAYMENT PROVISIONS Standard Form 6/90
(Fee Basis Contracts)
Number 26-009-18
1. Payment Amounts. Subiect to the Payment Limit of this Contract and subject to the
following Payment Provisions, County will pay Contractor the following fee as full
compensation for all services, work, expenses or costs provided or incurred by
Contractor:
[Check one alternative only. ]
[ ] a. $ monthly, or
( ] b. $ per unit, as defined in the Service Plan, or
[ ] c. $ after completion of all obligations and conditions herein.
[R] d. As set forth in Attachment 1. (Payment to Contractor) which is attached hereto
and incorporated herein by reference.
2. Payment Demands. Contractor shall submit written demands. Said demands shall be made
on County Demand Form D-15 and in the manner and form prescribed by County. Contractor
shall submit said demands for payment no later than 30 days from the end of the month
in which the contract services upon which such demand is based were actually rendered.
Upon approval of said payment demands by the head of the County Department for which
this Contract is made, or his designee, County will make payments as specified in
Paragraph 1. (Payment Amounts) above.
3. Penalty for Late Submission. When Contractor fails to submit to County a timely demand
for payment as specified in Paragraph 2. (Payment Demands) above, and as a result of
Contractor's late submission the County is unable to obtain reimbursement from the
State of California or otherwise; to the extent the County's recovery of funding is
prejudiced, County shall not pay Contractor for such services, even though such
services were fully provided.
4. Right to Withhold. County has the right to withhold payment to the Contractor when,
in the opinion of the County expressed in writing to the Contractor, (a) the
Contractor's performance, in whole or in part, either has not been carried out or is
insufficiently documented, (b) the Contractor has neglected, failed or refused to
furnish information or to cooperate with any inspection, review or audit of its
program, work or records, or (c) Contractor has failed to sufficiently itemize or
document its demand(s) for payment.
5. Audit Exceptions. Contractor agrees to accept responsibility for receiving, replying
to, and/or complying with any audit exceptions by appropriate County, State or Federal
audit agencies occurring as a result of its performance of this Contract. Contractor
also agrees to pay to the County within 30 days of demand by County the full amount of
the County's obligation, if any, to the State and/or Federal government resulting from
any audit exceptions, to the extent such are attributable to the Contractor's failure
to perform properly any of its obligations under this Contract.
Initials:
Contractor County Dept.
ATTACHMENT 1
PAYMENT TO CONTRACTOR
Number 26-009-18
A. Monthly Payment Rates for Diagnostic Imaging Services.
1. For the period from July 1, 1994 through June 30, 1995, County shall pay
Contractor $ 72.914 per month for diagnostic imaging services. In addition,
County shall pay Contractor for On-Call Services as specified in Paragraph B.
(Payment for On-Call Services) below, adjusted as specified in Paragraph C.4.a. ,
below.
2. For the period from July 1, 1995 through June 30, 1996, County shall pay
Contractor $ 75,101 per month for diagnostic imaging services. In addition,
County shall pay Contractor for On-Call Services as specified in Paragraph B.
(Payment for On-Call Services) below, adjusted as specified in Paragraph C.4.b. ,
below.
3. For the period from July 1, 1996 through June 30, 1997, County shall pay
Contractor $ 77,354 per month for diagnostic imaging services. In addition,
County shall pay Contractor for On-Call Services as specified in Paragraph B.
(Payment for On-Call Services) below. As specified in Paragraph C.4.c. , below,
no adjustment of payment for on-call services is required for FY 1996-97.
B. Payment for On-Call Services.
1. On-Call Telephone Response Services. County shall pay Contractor $45.00 for each
four-hour period of On-Call Telephone Response Services, as defined in Paragraph
2.e. (1) (Definition of On-Call Telephone Response Services) of the Contract
Additional Provisions, subject to Paragraph C. (Adjustments of Payments for On-
Call Services) below.
2. On-Call Hospital Duty Services. County shall pay Contractor $45.00 per hour for
each hour of On-Call Hospital Duty Services, as defined in Paragraph 2.e. (2)
(Definition of On-Call Hospital Duty Services) of the Contract Additional
Provisions. Regardless of the duration of Contractor's stay at the Hospital,
County shall pay Contractor- a minimum of three hours each time Contractor is
called in to the Hospital to Provide services during an on-call duty period,
subject to Paragraph C. (Adjustments of Payments for On-Call Services) , below.
The total hours paid by County for On-Call Hospital Duty Services and/or On-Call
Telephone Response Services shall not exceed the total number of hours of the on-
call duty period.
C. Adiustments of Payments for On-Call Services. Contractor's monthly Demand (D-15) for
payment for on-call services shall:
1. Specify the total amount due for On-Call Telephone Response Services, computed
in accordance with Paragraph B.1. above.
Initials:
Contractor County Dept.
1
ATTACHMENT 1
PAYMENT TO CONTRACTOR
Number 26-009-18
2. Specify the total amount due for On-Call Hospital Duty Services, computed in
accordance with Paragraph B.2. above.
3. Specify the total amount due for On-Call Telephone Response Services and On-Call
Hospital Duty Services. (Total of C.1. and C.2. , above) .
4. Adjust the Demand for Payment for On-Call Services, as follows:
a. For the period from July 1, 1994 through June 30, 1995, the total amount
due for on-call services as specified in Paragraph C.3. above shall be
multiplied by one-third, and County's total payments to Contractor for on-
call services shall equal one-third of the total amount due for On-Call
Telephone Response Services and On-Call Hospital Duty Services.
b. For the period from July 1, 1995 through June 30, 1996, the total amount
due for on-call services as specified in Paragraph C.3. above shall be
multiplied by two-thirds, and County's total payments to Contractor for
on-call services shall equal two-thirds of the total amount due for On-
Call Telephone Response Services and On-Call Hospital Duty Services.
C. For the period from July 1, 1996 through June 30, 1997, no adjustment in
the total payment to Contractor for on-call services shall be made.
County shall pay Contractor the total amount due for On-Call Telephone
Response Services and On-Call Hospital Duty Services.
Initials:
Contractor County Dept.
2
ADDITIONAL PROVISIONS
Number 26-009-18
1. Scope of Service. During the term of this Contract, Contractor shall provide
professional diagnostic imaging services and consultation to County-designated patients at
times and locations specified by the Health Services Director or his designee. In providing
services hereunder, Contractor shall provide its Radiologists, or, upon prior approval of the
Health Services Director or his designee, may designate other licensed professionals to carry
out the work described below. Said professional diagnostic imaging services shall be
rendered by physicians certified, or eligible for examination, by the American Board of
Radiology, and said services shall be provided in accordance with the following standards and
criteria, or current revisions thereof, which are incorporated herein by reference:
a. Title 22, California Code of Regulations Sections 70251 through 70259; and
b. Joint Commission on Accreditation of Hospitals; Accreditation Manual for
Hospitals 1980 Edition (or current revision) , Radiology Services Section.
2. Service Activities.
a. Diagnostic Imaging and Consultation Services. Contractor shall provide a full
range of professional Diagnostic Imaging and consultation services at County's Merrithew
Memorial Hospital, Clinics, and at such other locations and during such hours as specified
by the Health Services Director or his designee, including management and direction of the
Diagnostic Imaging Department and facilities at said Hospital and Clinics. Said service
shall include interpreting Computerized Tomographic Studies done on County-designated
patients on site.
b. Rotation of Radiologists. Contractor shall rotate all Radiologists through the
Richmond and Pittsburg Ambulatory Care sites. Diagnostic Imaging coverage at the Pittsburg
and Richmond Health Centers will be provided three days per week, during such hours as
specified by the Health Services Director or his designee.
C. Instruction and Training. Contractor shall provide instruction and training in
safety precautions and in the management of emergency radiation hazards and accidents to
County Health Services Department's medical staff and technical staff; participate in the
continuing education program of said medical staff; and provide representation at all
required medical staff and department meetings, as required by the American College of
Radiology, American Medical Association, and the Joint Commission for Accreditation of
Hospitals.
d. Compliance with County Policies. Contractor shall ensure that all Radiologists
and Diagnostic Imaging Service Staff comply with all applicable County policies, rules, and
regulations, subject to State and Federal statutes relating to their practice and the ethical
standards of their specialty.
e. On-Call Services.
(1) Definition of On-Call Telephone Response Services. On-call telephone
response services are defined as the provision of the following services
by Contractor:
Initials:
Contractor County Dept.
1
ADDITIONAL PROVISIONS
Number 26-009-18
(a) Being readily available to be contacted by Merrithew Memorial
Hospital personnel by telephone at all times during the on-call duty.
period(s) .
(b) Answering or returning such calls within 15 minutes and providing
consultation over the telephone.
(2) Definition of On-Call Hospital Duty Services. On-call hospital duty
services are defined as the provision of Contractor's services at
Merrithew Memorial Hospital, as follows:
(a) Being readily available to respond to a request by Hospital
personnel for Contractor's services at Merrithew Memorial Hospital
during the on-call duty period.
(b) Arriving at Merrithew Memorial Hospital in Martinez to provide
services for patients, as needed, during the on-call duty period
within 30 minutes of being called.
(3) On-Call Duty Period(s) . On-call duty periods, including holidays, are:
(a) Weekday On-Call: Monday through Thursday: 6:00 p.m. to 6:00 a.m.
(b) Weekend On-Call: 6:00 p.m. Friday to 6:00 a.m. Monday
(c) County Holiday On-Call: 24 hours.
3. Medical Staff Membership. All agents of Contractor, together with any Radiologists
employed by the Contractor, shall make up the County Health Services Department's
professional Diagnostic Imaging Department Staff and shall be or become active members of the
Merrithew Memorial Hospital Medical Staff; provided, however, that if any members of said
Diagnostic Imaging Staff are absent for a short period of time due to illness, vacation,
attendance at professional meetings or emergency, the Contractor may utilize non-staff
physicians, who are certified, or eligible for examination, by the American Board of
Radiology, to provide Diagnostic Imaging Services for such short period(s) , subject to
approval of the Health Services Director or his designee.
4. County's Space. Equipment. and Services.
a. County shall furnish for use by Contractor the space in said Hospital and Clinics
now occupied by Diagnostic Imaging facilities, together with a private office near said
Diagnostic Imaging facilities for use by Contractor in connection with the services rendered
under this Contract. In addition, County will supply and furnish at its own expense, for the
use by the Contractor, the equipment, other than County cars, necessary for the proper
operation and conduct of said facilities.
b. County shall, at its own expense, maintain said facilities and equipment, both
existing and as may be added during the term of this Contract, in good working order and
repair, and in the event that said equipment or any part(s) thereof becomes worn, County
shall replace the same with other equipment or part(s) of similar character and utility.
Initials:
Contractor County Dept.
2
ADDITIONAL PROVISIONS
Number 26-009-18
C. County shall, at its own expense, furnish Contractor with janitor and in-house
messenger service, laundry, and such electricity for light and power, gas, water and heat as
may be required by Contractor for the proper operation and conduct of said facilities as well
as all necessary supplies, such as chemicals, glassware, stationery and similar items.
d. The facilities, office, equipment, and services described in this section will
be furnished by County solely for the purpose of providing professional Diagnostic Imaging
Services and consultation under this Contract.
S. County's Diagnostic Imaging Department Personnel. All personnel required for the
proper operation of said Diagnostic Imaging Department, except for Radiologists, shall be
provided and employed by the County within the rules and regulations of the County Merit
System.
6. Contra Costa Health Plan Subcontract Requirements. This Contract is subject to the
attached Contra Costa Health Plan Subcontract Requirements (Attachment A) which is
incorporated herein by reference. This Contract is subject to the attached Exhibit A entitled
"Medical Assistance Program" which is incorporated herein by reference.
7. Insurance. Paragraph 19. (Insurance) of the General Conditions is hereby deleted.
County will provide Medical Malpractice Insurance coverage under its self-funded Medical
Malpractice Trust Fund.
Initials:
Contractor County Dept.
3
ATTACHMENT A
CONTRA COSTA HEALTH PLAN SUBCONTRACT REQUIREMENTS
Number 26-009-18
Pursuant to State Department of Health/County Contract #88-94695 (County #29-609-35) ,
effective January 1, 1989, (or the latest revision) Article X, Subcontracts; requirements of
the Waxman-Duffy Prepaid Health Plan Act, (1972) and Knox-Keene Health Care Service Plan Act
of 1975; Federal Regulations: 42 CFR 431.504; State Law: W&I Code, Section 14452; State
Regulations: Title 22, CAC, Section 53250, the following subcontract requirements are
incorporated into the contract referenced by number above:
1. Contractor shall be subject to and comply with all Federal, State, and local laws
and regulations and contractual obligations incumbent upon the County under County Contract
#29-609-35 and any subsequent amendment thereto.
2. A Contractor providing any basic health care service to Contra Costa Health Plan
members (Plan members) shall meet all of the requirements of Chapters 3 and 4, Subdivision
1, Division 3, Title 22, C.A.C. (commencing with Section 51001) which relate to the services
the Contractor provides. This specifically includes the requirements of Title 22, C.A.C.
Section 53250(e) , a copy of which is attached hereto and incorporated herein by reference as
Exhibit A.
3. Contracts shall be public records on file with the State Department of Health
Services. The names of the officers and owners of the Contractor, stockholders owning more
than ten percent of the stock issued by the Contractor, and major creditors holding more than
five percent of the debt of the Contractor are:
Owners/Officers:
Stockholders owning more than 10% of stock:
Creditors holding more than 5% of debt:
4. County and Contractor agree that Contractors compensation hereunder shall not be
based in any way on a percentage of the County's compensation from the State Department of
Health Services; this agreement does not preclude the establishment of -Contractor's rate
based on capitation payments pursuant to Welfare and Institutions Code Section 14453.
5. Contractor agrees to submit reports or abstracts of treatment records in relation
to Plan members, as appropriate and required by County.
6. Contractor will allow inspection, examination, or copying of financial books and
records relating to Plan members or Plan services by the County, the State Department of
Health Services, the State Department of Corporations, the U.S. Department Health and Human
Services, or their duly authorized representatives. Such books and records shall be made
available at all reasonable times at the Contractor's place of business; in a form maintained
in accordance with general standards, for a term of at least five years from the close of
State's fiscal year in which this Contract is in effect.
Initials:
Contractor County Dept.
-1-
ATTACHMENT A
CONTRA COSTA HEALTH PLAN SUBCONTRACT REQUIREMENTS
7. Contractor shall not make assignment and/or delegation of this Contract unless it
has obtained prior written approval of the other party, the County, and State Department of
Health Services.
8. Contractor will hold harmless both the State and Plan members in the event the
County cannot or will not pay for services performed for Plan members pursuant to this
Contract.
9. Contractor will notify the Department of Health Services and Commissioner of
Corporations in the event this Contract is amended or terminated. Notice is considered given
when deposited in the U.S. Registered Mail, first class postage prepaid, addressed as
follows:
Organized Health Services HMO Unit Department of Corporations
Department of Health Services 600 South Commonwealth
714 P Street Los Angeles, California 90005
Sacramento, California 95814
10. Nondiscrimination Requirements.
a. Nondiscrimination Clause (OCP-1) .
(1) During the performance of this Contract, Contractor and its
subcontractors shall not unlawfully discriminate against any employee or applicant for
employment because of race, religion, color, national origin, ancestry, physical handicap,
medical condition, marital status, age (over 40) or sex. Contractor and subcontractors shall
insure that the evaluation and treatment of their employees and applicants for employment are
free from such discrimination. Contractors and subcontractors shall comply with the
provisions of the Fair Employment and Housing Act (Government Code, Section 12900 et seq. )
and the applicable regulations promulgated thereunder (California Code of Regulations, Title
2, Section 7285.0 et seq. ) . The applicable regulations of the Fair Employment and Housing
Commission implementing Government Code, Section 12990, set forth in Chapter 5 of Division
4 of Title 2 of the California Code of Regulations are incorporated into this Contract by
reference and made a part hereof as if set forth in full. Contractor and its subcontractors
shall give written notice of their obligations under this clause to labor organizations with
which they have a collective bargaining or other agreement. .
(2) This Contractor shall include the nondiscrimination and compliance
provisions of this clause in all subcontracts to perform work under this Contract.
b. Nondiscriminatory Services. The Contractor will not discriminate against
Contra Costa Health Plan members or eligible beneficiaries because of race, color, creed,
religion, ancestry, marital status, sexual orientation, national origin, age, sex, or
physical or mental handicap in accordance with Title VI of the Civil Rights Act of 1964, 42
USC Section 2000d rules and regulations promulgated pursuant thereto, or as otherwise
provided by law or regulation.
Initials:
Contractor County Dept.
-2-
ATTACHMENT A
CONTRA COSTA HEALTH PLAN SUBCONTRACT REQUIREMENTS
C. Discrimination Complaints. The Contractor agrees that copies of all
grievances alleging discrimination against Contra Costa Health Plan members or eligible
beneficiaries because of race, color, creed, sex, religion, age, national origin, ancestry,
marital status, sexual orientation, ,or physical or mental handicap shall be forwarded to the
Health Services Director for review and appropriate action.
11. Confidentiality. Contractor agrees to comply with all applicable State or Federal
statutes or regulations respecting confidentiality, including but not limited to, the
identity of persons served under this Contract, their records, or services provided them, and
assures that:
a. All records concerning any individual made or kept by Contractor relating to
services provided under this Contract will be confidential, and will not be open to
examination for any purpose not directly connected with the administration of such service.
b. No person will publish or disclose any list of persons receiving services,
except as may be required in the administration of such service.
Initials:
Contractor County Dept.
-3-
EXHIBIT A
TITLE 22 MEDICAL ASSISTANCE PROGRAM Section 53250
(Register 82 . No. 39--5-25-82 (p, 1300.39)
(e) Each subcontract shall contain:
(1) The subcontractor's agreement to make all of its books and records,
pertaining to the goods and services furnished under the terms of the
subcontract, available for inspection, examination or copying:
(A) By the Department, the United States Department of Health and Human
Services and the Department of Corporations.
(B) At all reasonable times at the subcontractor' s place of business,
or at such other mutually agreeable location in California.
(C) In a form maintained in accordance with the general standards
applicable to such book or record keeping.
(D) For a term of at least f ive years from the close of the fiscal year
in which the subcontract was in effect.
(2) Full disclosure of the method and amount of compensation or other
consideration to be received by the subcontractor from the plan.
(3) Subcontractor' s agreement to maintain and make available to the
Department, upon request, copies of all sub-subcontracts and to ensure that
all sub-subcontracts are in writing and require that the subcontractor:
(A) Make all applicable books and records available at all reasonable
times for inspection, examination or copying by the Department.
(B) Retain such books and records for a term of at least f ive years
from the close of the fiscal year in which the sub-subcontractor is in
effect.
(4) Subcontractor's agreement to notify the Department in the event the
agreement with the Contractor is amended or terminated. Notice to the
Department is considered given when properly addressed and deposited in the
United States Postal Service as first-class registered mail, postage
attached.
(5) Subcontractor's agreement that assignment or delegation of the
subcontract shall be void unless prior written approval is obtained from the
Department in those instances where prior approval by the Department is
required.
(6) Subcontractor's agreement to hold harmless both the State and plan
members in the event the plan cannot or will not pay for services performed
by the subcontractor pursuant to the subcontract.
NOTE: Authority cited: Section 14312, Welfare and Institutions Code
Reference Section 14452 , Welfare and Institutions Code.
HISTORY
1. Repealer and new section filed 7-5-78, effective thirtieth day
thereafter (Register 78, No. 27) .
2. Amendment of subsection (g) (16) and new subsection (g) (17) filed
10-20-78, effective thirtieth day thereafter (Register 78, No. 42) .
3 . Amendment filed 12-30-81; effective thirtieth day thereafter
(Register 82, No. 1) .
Contra Costa County Standard Form 1187
GENERAL CONDMONS
(Purchase of Services)
1. Compliance with Law. Contractor shall be subject to and comply with all Federal, State and local
laws and regulations applicable with respect to its performance under this Contract, including but not
limited to, licensing, employment and purchasing practices; and wages, hours and conditions of
employment, including nondiscrimination.
2. Inspection. Contractor's performance, place of business and records pertaining to this Contract
are subject to monitoring, inspection, review and audit by authorized representatives of the County, the
State of California, and the United States Government.
3. Records. Contractor shall keep and make available for inspection and copying by authorized
representatives of the County, the State of California, and the United States Government, the
Contractor's regular business records and such additional records pertaining to this Contract as may be
required by the County.
a. Retention of Records. The Contractor shall retain all documents pertaining to this Contract
for five years from the date of submission of Contractor's final payment demand or final Cost Report;
for any further period that is required by law; and until all Federal/State audits are complete and
exceptions resolved for this contract's funding period. Upon request, Contractor shall make these records
available to authorized representatives of the County, the State of California, and the United States
Government.
b. Access to Books and Records of Contractor. Subcontractor. Pursuant to Section 1861(v)(1)
of the Social Security Act, and any regulations promulgated thereunder, Contractor shall, upon written
request and until the expiration of four years after the furnishing of services pursuant to this Contract,
make-available to the Secretary of Health and Human Services or to the Comptroller General, or any of
their duly authorized representatives, this Contract and books, documents, and records of Contractor
that are necessary to certify the nature and extent of all costs and charges hereunder.
Further, if Contractor carries out any of the duties of this Contract through a subcontract with a value
or cost of $10,000 or more over a twelve-month period, such subcontract shall contain a clause to the
effect that upon written request and until the expiration of four years after the furnishing of services
pursuant to such subcontract, the subcontractor shall make available, to the County, to the Secretary or
to the Comptroller General, or any of their duly authorized representatives, the subcontract and books,
documents, and records of the subcontractor that are necessary to verify the nature and extent of all costs
and charges thereunder.
This special condition is in addition to any and all other terms regarding the maintenance or retention
of records under this Contract and is binding on the heirs, successors, assigns and representatives of
Contractor.
4. Reporting Requirements. Pursuant to Government Code Section 7550, Contractor shall include
in all documents or written reports completed and submitted to County in accordance with this Contract,
a separate section listing the numbers and dollar amounts of all contracts and subcontracts relating to
the preparation of each such document or written report. This section shall apply only if the payment
limit under this Contract exceeds $5,000.
1
Contra Costa County Standard Form 1/87
GENERAL CONDITIONS
(Purchase of Services)
5. Termination.
a. Written Notice. This Contract may be terminated by either party, at their sole discretion,
upon thirty-day advance written notice thereof to the other, and may be cancelled immediately by written
mutual consent.
b. Failure to Perform. The County, upon written notice to Contractor, may immediately
terminate this Contract should the Contractor fail to perform properly any of its obligations hereunder.
In the event of such termination, the County may proceed with the work in any reasonable manner it
chooses. The cost to the County of completing Contractor's performance shall be deducted from any sum
due the Contractor under this Contract, without prejudice to the County's rights otherwise to recover
its damages.
C. Cessation of Funding. Notwithstanding Paragraph 5.a. above, in the event that Federal,
State, or other non-County funding for this Contract ceases, this Contract is terminated without notice.
6. Entire Agreement. This Contract contains all the terms and conditions agreed upon by the parties.
Except as expressly provided herein, no other understanding, oral or otherwise, regarding the subject
matter of this Contract shall be deemed to exist or to bind any of the parties hereto.
7. Further Specifications for Operating Procedures. Detailed specifications of operating procedures
and budgets required by this Contract, including but not limited to, monitoring, evaluating, auditing,
billing, or regulatory changes, may be developed and set forth in a written Informal Agreement between
the Contractor and the County. Such Informal Agreements shall be designated as such and shall not be
amendments to this Contract except to the extent that they further detail or clarify that which is already
required hereunder. Such Informal Agreements may not enlarge in any manner the scope of this
Contract, including any sums of money to be paid the Contractor as provided herein. Informal
Agreements may be approved and signed by the head of the County Department for which this Contract
is made or his designee.
S. Modifications and Amendments.
a. General Amendments. This Contract may be modified or amended by a written document
executed by the Contractor and the Contra Costa County Board of Supervisors or, after Board approval,
by its designee, subject to any required State or Federal approval.
b. Administrative Amendments. Subject to the Payment Limit, the Payment Provisions and
the Service Plan may be amended by a written administrative amendment executed by the Contractor
and the County Administrator or his designee, subject to any required State or Federal approval,
provided that such administrative amendments may not materially change the Payment Provisions or the
Service Plan.
9. Disputes. Disagreements between the County and Contractor concerning the meaning,
requirements, or performance of this Contract shall be subject to final determination in writing by the
head of the County Department for which this Contract is made or his designee or in accordance with
the applicable procedures (if any) required by the State or Federal Government.
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Contra Costa County Standard Form 1/87
GENERAL CONDITIONS
(Purchase of Services)
10. Choice of Law and Personal Jurisdiction.
a. This Contract is made in Contra Costa County and shall be governed and construed in
accordance with the laws of the State of California.
b. Any action relating to this Contract shall be instituted and prosecuted in the courts of
Contra Costa County, State of California.
11. Conformance with Federal and State Regulations and Laws. Should Federal or State regulations
or laws touching upon the subject of this Contract be adopted or revised during the term hereof, this
Contract shall be deemed amended to assure conformance with such Federal or State requirements.
12. No Waiver by County. Subject to Paragraph 9. (Disputes) of these General Conditions, inspections
or approvals, or statements by any officer, agent or employee of the County indicating the Contractor's
performance or any part thereof complies with the requirements of this Contract, or acceptance of the
whole or any part of said performance, or payments therefor, or any combination of these acts, shall not
relieve the Contractor's obligation to fulfill this Contract as prescribed; nor shall the County be thereby
estopped from bringing any action for damages or enforcement arising from any failure to comply with
any of the terms and conditions of this Contract.
13. Subcontract and Assignment. This Contract binds the heirs, successors, assigns and
representatives of Contractor. The Contractor shall not enter into subcontracts for any work
contemplated under this Contract and shall not assign this Contract or monies due or to become due,
without the prior written consent of the County Administrator or his designee, subject to any required
State or Federal approval.
14. Independent Contractor Status. This Contract is by and between two independent contractors and
is not intended to and shall not be construed to create the relationship between the parties of agent,
servant, employee, partnership, joint venture or association.
15. Conflicts of Interest. Contractor, its officers, partners, associates, agents, and employees, shall
not make, participate in making, or in any way attempt to use the position afforded them by this
Contract to influence any governmental decision in which he or she knows or has reason to know that
he or she has a financial interest under California Government Code Sections 87100, et seq., or
otherwise.
16. Confidentiality. Contractor agrees to comply and to require its officers, partners, associates,
agents and employees to comply with all applicable State or Federal statutes or regulations respecting
confidentiality, including but not limited to, the identity of persons served under this Contract, their
records, or services provided them, and assures that:
a. All applications and records concerning any individual made or kept by Contractor or any
public officer or agency in connection with the administration of or relating to services provided under
this Contract will be confidential, and will not be open to examination for any purpose not directly
connected with the administration of such service.
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Contra Costa County Standard Farm 1/87
GENERAL CONDITIONS
(Purchase of Services).
b. No person will publish or disclose or permit or cause to be published or disclosed, any list
of persons receiving services, except as may be required in the administration of such service. Contractor
agrees to inform all employees, agents and partners of the above provisions, and that any person
knowingly and intentionally disclosing such information other than as authorized by law may be guilty
of a misdemeanor.
17. Nondiscriminatory Services. Contractor agrees that all goods and services under this Contract
shall be available to all qualified persons regardless of age, sex, race, religion, color, national origin, or
ethnic background, or handicap, and that none shall be used, in whole or in part, for religious worship
or instruction.
18. Indemnification. The Contractor shall defend, indemnify,save, and hold harmless the County and
its officers and employees from any and all claims, costs and liability for any damages, sickness, death,
or injury to person(s) or property, including without limitation all consequential damages, from any cause
whatsoever arising directly or indirectly from or connected with the operations or services of the
Contractor or its agents, servants, employees or subcontractors hereunder, save and except claims or
litigation arising through the sole negligence or sole willful misconduct of the County or its officers or
employees. Contractor will reimburse the County for any expenditures, including reasonable attorneys'
fees, the County may make by reason of the matters that are the subject of this indemnification, and if
requested by the County will defend any claims or litigation to which this indemnification provision
applies at the sole cost and expense of the Contractor.
19. . Insurance. During the entire term of this Contract and any extension or modification thereof, the
Contractor shall keep in effect insurance policies meeting the following insurance requirements unless
otherwise expressed in the Special Conditions:
a. Liability Insurance. The Contractor shall provide comprehensive liability insurance,
including coverage for owned and non-owned automobiles, with a minimum combined single limit
coverage of$500,000 for all damages, including consequential damages, due to bodily injury, sickness or
disease, or death to any person or damage to or destruction of property, including the loss of use thereof,
arising from each occurrence. Such insurance shall be endorsed to include the County and its officers
and employees as additional insureds as to all services performed by Contractor under this agreement.
Said policies shall constitute primary insurance as to'the County, the State and Federal Governments,
and their officers, agents, and employees, so that other insurance policies held by them or their self-
insurance program(s) shall not be required to contribute to any loss covered under the Contractor's
insurance policy or policies.
b. Workers' Compensation. The Contractor shall provide workers' compensation insurance
coverage for its employees.
C. Certificate of Insurance. The Contractor shall provide the County with (a) certificate(s)
of insurance evidencing liability and worker's compensation insurance as required herein no later than
the effective date of this Contract. If the Contractor should renew the insurance policy(ies) or acquire
either a new insurance policy(ies) or amend the coverage afforded through an endorsement to the policy
at any time during the term of this Contract, then Contractor shall provide (a) current certificate(s) of
insurance.
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Contra Costa County Standard Form 1/87
GENERAL CONDITIONS
(Purchase of Services)
d. Additional Insurance Provisions. The insurance policies provided by the Contractor shall
include a provision for thirty (30) days written notice to County before cancellation or material changes
of the above specified coverage.
20. Notices. All notices provided for by this Contract shall be in writing and may be delivered by
deposit in the United States mail, postage prepaid. Notices to the County shall be addressed to the head
of the County Department for which this Contract is made. Notices to the Contractor shall be
addressed to the Contractor's address designated herein. The effective.date of notice shall be the date
of deposit in the mails or of other delivery, except that the effective date of notice to the County shall be
the date of receipt by the head of the County Department for which this Contract is made.
21. Primacy of General Conditions. Except for Special Conditions which expressly supersede General
Conditions, the Special Conditions (if any) and Service Plan do not limit any term of the General
Conditions.
22. Nonrenewal. Contractor understands and agrees that there is no representation, implication, or
understanding that the services provided by Contractor under this Contract will be purchased by County
under a new contract following expiration of termination of this Contract, and waives all rights or claims
to notice or hearing respecting any failure to continue purchase of all or any such services from
Contractor.
23. Possessory Interest. If this Contract results in the Contractor having possession of, claim to or
right to the possession of land or improvements, but does not vest ownership of the land or improvements
in the same person, or if this Contract results in the placement of taxable improvements on tax exempt
land (Revenue & Taxation Code Section 107), such interest or improvements may represent a possessory
interest subject to property tax, and Contractor may be subject to the payment of property taxes levied
on such interest. Contractor agrees that this provision complies with the notice requirements of Revenue
& Taxation Code Section 107,6, and waives all rights to further notice or to damages under that or any
comparable statute.
24. No Third-Party Beneficiaries. Notwithstanding mutual recognition that services under this
Contract may provide some aid or assistance to members of the County's population, it is not the
intention of either the County or Contractor that such individuals occupy the position of intended third-
party beneficiaries of the obligations assumed by either party to this Contract.
25. Copyrights and Rights in Data. Contractor shall not publish or transfer any materials produced
or resulting from activities supported by this agreement without the express written consent of the County
Administrator. If any material is subject to copyright, the County reserves the right to copyright such
and the Contractor agrees not to copyright such material. If the material is copyrighted, the County
reserves a royalty-free, nonexclusive, and irrevocable license to reproduce, publish, and use such
materials, in whole or in part,.and to authorize others to do so.
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